GENERAL AGENT AGREEMENT

Transcription

1 GENERAL AGENT AGREEMENT This General Agent Agreement ( Agreement ) is entered into between the undersigned General Agent ( GA ) and Mutual of Omaha Insurance Company, and each affiliated insurance company as specified on the Compensation/Product Schedule(s) attached to the Agreement (hereinafter referred to as the Company ). The parties agree that additional affiliates of the Company may be added to the Agreement at a later date by way of changes/additions to the Compensation/Product Schedules attached hereto. Any Company affiliate added to the Agreement will be thereafter included in the definition of Company. SEE SECTION K FOR DEFINITIONS The parties agree as follows: A. APPOINTMENT. Company authorizes GA to solicit Product applications and to recruit Other General Agents. Company agrees to appoint GA with the appropriate state insurance departments for GA to solicit Product applications. This appointment is not exclusive. B. COMPENSATION. 1. For Each Product. GA s compensation depends on the particular Products sold. Compensation for each Product will be as specified in the Compensation/Product Schedules. Compensation/Product Schedules may be changed by Company at any time and will be distributed to GA. 2. Contingencies. In addition to any conditions imposed in the Compensation/Product Schedules and any amendments, no compensation is earned until: (a) (b) (c) GA is licensed and appointed in accordance with laws and Company procedures, the Product is actually issued, delivered to and accepted by the customer, and the premium for the Product is paid to the Company. 3. Compensation After Termination. GA shall not be entitled to any compensation after the Termination Date of this Agreement, except for: (a) (b) Vested Compensation, and any net credit balance in GA s account for compensation earned as of the Termination Date. 1

2 4. Forfeiture. GA will forfeit all rights to receive compensation, including Vested Compensation, if, in the sole reasonable discretion of Company, GA commits any of the following acts: (a) (b) (c) breaches any material provision of this Agreement while in effect or any material obligation that survives termination of this Agreement. commits a fraudulent or illegal act in connection with any activities contemplated under this Agreement. does any act which results in the suspension or revocation of GA s insurance license. C. GA S DUTIES. 1. Licenses and Approvals. GA shall obtain and maintain and provide copies of all necessary licenses and regulatory approvals to perform the services under this Agreement. 2. Monitor and Communicate. GA may recruit Other General Agents. GA shall monitor its Other General Agents and communicate information to Company, of which it is aware or should be aware, that Company needs to know about its Other General Agents to properly address compliance or other risks. When directed by Company, GA shall communicate Company information to its Other General Agents. 3. Solicitation. GA shall help its Other General Agents in soliciting Products. If GA is contracting as an individual, then GA may solicit applications for Products. 4. Service. GA shall help its Other General Agents in servicing customers. If GA is contracting as an individual, GA shall provide service to GA s customers. 5. Confidentiality and Privacy. GA shall comply with the Confidentiality and Privacy Amendment which is attached hereto and incorporated into this Agreement. Company may unilaterally revise the Confidentiality and Privacy Amendment upon written notice to GA. 6. Compliance with Laws and Conduct. GA shall comply with all applicable laws and regulations and act in an ethical, professional manner in connection with this Agreement, including, without limitation, with respect to any compensation disclosure obligations and any other obligations it may have governing its relationships with its clients. 7. Compliance with Company Policies. GA shall comply, and shall ensure its employees comply, and shall instruct and encourage its Other General Agents to comply with all policies, practices, procedures, processes and 2

3 rules of Company. GA shall promptly notify Company if GA or any of its employees or Other General Agents are not in compliance with any Company policy, procedure, process or rule. 8. Insurance. GA shall have and maintain Errors and Omissions liability insurance covering GA and GA s employees during the term of this Agreement in an amount and nature, and with such carrier(s) satisfactory to Company and provide evidence of such insurance to Company upon request. 9. Fiduciary Responsibilities. GA shall be responsible for all money collected by GA, GA s employees and its Other General Agents on behalf of Company and shall remit to Company all payments and collections received for or payable to Company from Other General Agents, applicants, customers, or others no later than 15 days after receipt, or within any shorter period required by law. All money tendered as payment shall always be the property of Company and shall be held by GA purely in a fiduciary capacity and not for GA s own benefit. GA is not authorized to spend, cash or deposit for any purpose any portion of such money. 10. Records. Except as provided in the Confidentiality and Privacy Amendment, GA shall keep regular and accurate records of all transactions related to this Agreement for a period of at least five years from the date of such transactions, or longer if required by federal or state law or regulation. 11. Advertising Materials. GA shall obtain Company s written approval prior to using any advertising material or script identifying Company or Products, except such material provided by Company and used pursuant to Company s instructions. 12. Notice of Litigation or Regulatory Proceeding. GA shall promptly notify Company upon receiving notice of potential, threatened, or actual litigation or any regulatory inquiry or complaint with respect to this Agreement or any Product. Company shall have final decision-making authority to assume the administration and defense of any such action. A copy of the correspondence or document received shall accompany each notice. 13. Delivery of Documents to Customers. Upon request from Company, GA shall deliver to its customers any information that Company provides to GA for the purpose of fulfilling Company s obligation to provide such information to the customer, including without limitation, Schedule A to Form 5500 and any other information relating to compensation paid to GA by Company. GA shall deliver such information to its customers within the time period required by ERISA or other applicable law or as otherwise instructed by Company. 3

4 D. LIMITATIONS. GA, either directly or through its employees or Other General Agents, shall not: 1. Expense or Liability. Incur any expense or liability on account of, or otherwise bind Company without specific prior written approval from an Authorized Representative. 2. Alteration. Alter any advertising materials or make, alter, waive or discharge any contracts or Products on behalf of Company. 3. Premium Payments and Reinstatement. Extend the time for payment of any premium or waive any premium, or bind Company to reinstate any terminated contract, or accept payment in any form other than a customer check or money order payable to the Company or other method authorized by Company. 4. Respond in Connection with Proceeding. Institute or file a response to any legal or regulatory proceeding on behalf of Company in connection with any matter pertaining to this Agreement or any Product, without Company s prior written consent. 5. Replacement. Replace any existing insurance product or annuity contract unless the replacement is in compliance with all applicable laws and regulations and is in the best interest of the customer. The decision whether to replace an insurance product or annuity contract should be made by the customer. To help the customer make a decision regarding any proposed replacement, GA must provide the customer with full disclosure (both positive and negative) of all relevant information. 6. Misrepresentation. Misrepresent or induce any Other General Agent to misrepresent, any provision, benefit, or premium of any Product. E. COMPENSATION ADMINISTRATION. 1. Accounting. Company will account to GA for payable commissions based upon initial and renewal premiums received and accepted by Company for policies issued upon applications submitted by or through GA. Company reserves the right to freeze GA s account for a reasonable period of time to ensure that funds are available to reimburse the Company for any Indebtedness. 2. Effect of Return of Premium. Except where provided on a Compensation/Product Schedule, if any premiums shall be returned by Company on any policy or contract, or should Company become liable for the return thereof for any cause either before or after the Termination Date, GA shall pay to Company all compensation previously paid or credited to GA s account on such returned premium. 4

5 3. Set-Off. Company is authorized to set-off and apply any and all amounts due to GA from Company under this Agreement to any and all obligations or Indebtedness of GA or its employees, Other General Agents or affiliates to Company or its affiliates. This right of set-off does not require Company to make any prior demand upon GA, and the right exists irrespective of whether the obligations of GA or its affiliates are contingent or unmatured. The rights of the Company under this Section E.3 are in addition to any other rights and remedies which the Company may have under this Agreement or otherwise. 4. Interest. Interest will accrue on any amount due under this Agreement, which has not been paid within 30 days of receipt of written demand for such amount at the rate of one percent per month, or the highest rate permitted by law, whichever is lower. 5. Limitation of Compensation Actions. Any claim by GA regarding compensation must be brought within one year from the date the compensation was reported on an accounting issued from Company to GA. Any claim regarding compensation must be brought against the corporation which issued the Compensation/Product Schedule to which the claim relates. F. TERMINATION WITH OR WITHOUT CAUSE. In addition to the termination provisions set forth in the Confidentiality and Privacy Amendment, GA or Company shall have the right at any time to terminate this Agreement, with or without cause, upon written notice to the other party. Termination shall be effective as of the Termination Date. G. INDEPENDENT CONTRACTOR. GA is an independent contractor and not an employee of Company. Subject to legal and regulatory requirements, GA shall be free to exercise GA s own judgment as to the persons from whom GA will solicit and the time and place of such solicitation. H. INSPECTION OF BOOKS AND RECORDS. Company shall have the right, during normal business hours and with reasonable notice, to inspect, audit and make copies from the books and records of the GA for the purpose of verifying GA s compliance with the provisions of this Agreement. I. INDEMNITY AND HOLD HARMLESS. Each party shall indemnify and hold the other party harmless from any liability, loss, costs, expenses (including reasonable attorneys fees incurred by the indemnified party) or damages, including punitive and extra-contractual damages, resulting from any act or omission of its obligations provided in this Agreement by the indemnifying party or any of its employees or Other General Agents in the performance of its duties under this Agreement or other agreements with Company, including without limitation, any breach of its obligations provided under this Agreement. 5

6 J. GENERAL. 1. Issue and Product Type. Company shall retain the right to decide whether to issue or withdraw a Product and determine the type of Product to be issued or withdrawn. Company may discontinue or change a Product at any time. 2. Producer of Record. The producer of record for any Product shall be determined by Company records. Company reserves the right to change the producer of record according to Company procedures and shall have no obligation to designate a successor producer of record. 3. Notice. Any notice required or permitted to be sent to Company under this Agreement shall be delivered personally or sent by U.S. Mail with all postage prepaid or by express mail to: Producer Services Mutual of Omaha Insurance Company Mutual of Omaha Plaza Omaha, Nebraska Entire Agreement. This Agreement, the Confidentiality and Privacy Amendment and the Compensation/Product Schedules constitute the entire agreement between the parties regarding the Products sold under this Agreement. 5. Governing Law. With respect to Companion Life Insurance Company, this Agreement shall be governed by the laws of the State of New York, without giving effect to that State s principles of conflicts of law. With respect to any other Company, this Agreement shall be governed by the laws of the State of Nebraska, without giving effect to that State s principles of conflicts of law. 6. Severability. In the event any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect. 7. No Waiver. Failure of Company to enforce any provision of this Agreement shall not operate to waive or modify such provision or render such provision unenforceable. 8. No Assignment or Change. Except for Compensation/Product Schedules, Confidentiality and Privacy Amendments and other amendments to the Agreement which are required by federal, state or local laws or regulations, no modification, amendment or assignment of this Agreement shall be valid unless approved in writing by an Authorized Representative. Compensation/Product Schedules, Confidentiality and Privacy Amendments and other amendments to the Agreement which are 6

7 required by federal, state or local laws or regulations may be distributed only by Company but need not be signed by either party to be effective. 9. Survival. GA s appointment pursuant to Section A of this Agreement shall immediately terminate on the Termination Date. Except for Sections C.2 and C.3 of this Agreement, all other provisions of this Agreement shall survive its termination. 10. Beneficiary. If GA is an individual, then GA designates the beneficiary specified on the signature page or such other party or parties as GA may designate by written notice delivered to and recorded by Company, as beneficiary for payment of any compensation becoming due after GA s death. 11. Headings. Any section or other heading contained in this Agreement are for reference purposes and convenience only and shall not affect, in any way, the meaning and interpretation of this Agreement. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. K. DEFINITIONS. The following terms have the following meanings. Any singular word shall include any plural of the same word. 1. Authorized Representative means the Chief Executive Officer or President of a Company or an individual authorized in writing by the Chief Executive Officer or President. 2. Compensation/Product Schedule means a Company s distributed commission schedule that (a) specifies the amounts and conditions under which commissions will be due and payable to GA for any Product, and (b) is made a part of this Agreement. 3. Indebtedness means any amounts owed by GA to Company, including but not limited to (a) the chargeback of any compensation paid or credited to GA under this or any other Agreement, if the monies on which such compensation was based are not collected or are refunded by the Company, (b) any advances made by Company to GA, (c) any expenses incurred by the Company on behalf of GA, and (d) any amount paid by the Company, which in its determination resulted from fraud, misrepresentation or other improper conduct by the GA. 4. Other General Agent means any individual or organization, which (a) enters into a general agent, representative or other marketing agreement with Company and (b) submits Product applications that designate GA. 7

8 5. Product means any insurance policy, contract, investment vehicle or other offering identified in any Compensation/Product Schedule. 6. Termination Date means the later to occur of (a) the date on which GA or Company sends written notice of termination to the other party, or (b) the date specified by GA or Company in a written notice of termination to the other party. 7. Vested Compensation means compensation identified as vested on a Compensation/Product Schedule and that may be paid to GA after the Termination Date if (a) the policy related to the Product remains in force, (b) the premiums for the policy are paid to Company, and (c) if GA is the writing agent, GA remains the producer of record. MUTUAL OF OMAHA INSURANCE COMPANY ON BEHALF OT IT AND ITS AFFILIATES SET FORTH IN COMPENSATION/PRODUCT SCHEDULES ATTACHED TO THIS AGREEMENT TO BE COMPLETED BY GENERAL AGENT FOR ALL STATES GENERAL AGENT By: See signature on Producer Contract Information and Signature Form (Signature always required) 8

9 GENERAL AGENT AGREEMENT MUTUAL OF OMAHA INSURANCE COMPANY ON BEHALF OF IT AND ITS AFFILIATES SET FORTH IN COMPENSATION PRODUCT SCHEDULES ATTACHED TO THIS AGREEMENT By: Name: Title: Date: Please do not complete this page. If approved, you will receive an executed copy of this contract page.